Unsecured Revolving Credit Agreement

THIRD AMENDMENT TO
UNSECURED REVOLVING CREDIT AGREEMENT


THIS THIRD AMENDMENT TO UNSECURED REVOLVING CREDIT AGREEMENT (the "Amendment") is made as of November 23, 1998 by and among Bradley Operating Limited Partnership, a Delaware limited partnership ("Borrower"), The First National Bank of Chicago, individually and as "Administrative Agent", BankBoston, N.A., individually and as "Co-Agent", Bank of America National Trust & Savings Association, individually and as "Co-Agent", Fleet National Bank, individually and as "Co-Agent", certain other lenders shown on the signature pages of the Credit Agreement described below ("Original Lenders"), and the two (2) additional banks identified on the signature pages of this Amendment ("New Lenders").


RECITALS


A. Borrower, Administrative Agent, Documentation Agent and Original Lenders, as described below, entered into an Unsecured Revolving Credit Agreement dated as of December 23, 1997, as amended by (i) a First Amendment dated as of January 31, 1998 and (ii) a Second Amendment dated as of June 30, 1998 (as so amended, the "Credit Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.


B. Pursuant to the terms of the Credit Agreement, the Original Lenders agreed to provide Borrower with a revolving credit facility in an aggregate principal amount of up to $200,000,000, subject to future increase to $250,000,000. The parties hereto desire to amend the Credit Agreement in order to, among other things, (i) increase the Aggregate Commitment to $250,000,000; (ii) admit each of the New Lenders as a "Lender" under the Credit Agreement; (iii) adjust the respective Percentages of the Lenders; and (iv) make certain other modifications to the Credit Agreement.


NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


AGREEMENTS


1. The foregoing Recitals to this Amendment hereby are incorporated into and made a part of this Amendment.


2. The "Increase Date" shall be the date on which all of the following conditions shall have been fulfilled (or waived by the Original Lenders and New Lenders):


(i) no Default or Event of Default then exists;


(ii) Borrower shall have executed and delivered to the Administrative
Agent for delivery to each New Lender two Notes, one in the form attached
hereto as Exhibit B-1 in the amount of such New Lender's Commitment and one
in the form attached hereto as Exhibit B-2 with respect to Competitive Bid
Loans;


(iii) as applicable, Borrower shall have executed and delivered to the
Administrative Agent for delivery to the Original Lenders an amended and
restated Note in the form attached hereto as Exhibit B-3 in the adjusted
amount of such Original Lender's Commitment and a Note in the form attached
hereto as Exhibit B-2 with respect to the Competitive Bid Loans. Upon the
execution and delivery of the Amended and Restated Notes all corresponding
prior Notes will be superseded and returned to Borrower; and


(iv) Borrower shall have executed and delivered, or caused to be
executed and delivered, to the Administrative Agent (and, upon receipt from
Borrower, the Administrative Agent shall deliver to the other Lenders) (A)
a certificate dated as of the Increase Date signed by Borrower and
Guarantors (i) confirming that no Default or Event of Default exists under
the Loan Documents; and (ii) representing and warranting that the Loan
Documents are then in full force and effect and that, to the best of their
knowledge, Borrower and Guarantors then have no defenses or offsets to, or
claims or counterclaims relating to, their obligations under the Loan
Documents, and (B) an opinion of counsel regarding the due authorization
and enforceability of this Agreement, together with supporting resolutions
and other evidence, all satisfactory to the Administrative Agent. From and
after the Increase Date, each of the Original Lenders and each New Lender
shall be considered a "Lender" under the Credit Agreement and the Loan
Documents. Borrower and the Original Lenders hereby consent to the addition
of each of the New Lenders as a Lender. Each New Lender's Commitment and
Percentage shall be as shown below such New Lender's signature block on
this Amendment. The adjusted Commitments and Percentages for the Original
Lenders are also shown on the signature pages to this Amendment. 2
If the Increase Date has not occurred by November 24, 1998, either Borrower or Administrative Agent may elect to terminate this Amendment which thereupon shall have no further force or effect and the Credit Agreement shall continue as if this Amendment had not been executed.


3. From and after the Increase Date the Aggregate Commitment shall equal Two Hundred Fifty Million Dollars ($250,000,000). Prior to the Increase Date the Aggregate Commitment shall continue to be Two Hundred Million Dollars ($200,000,000).


4. Section 1.1 of the Credit Agreement is hereby amended by deleting "and BancBoston Securities, Inc., collectively." from the definition of "Arranger." Section 1.1 is further amending by inserting the following definitions: "Majority Lenders" means Lenders in the aggregate having at least 75% of the Aggregate Commitment or, if the Aggregate Commitment has been terminated, Lender's in the aggregate holding at least 75% of the aggregate unpaid principal amount of the outstanding Advances; "Year 2000 Issues" means reasonably anticipated costs, problems and uncertainties associated with the inability of certain computer applications to effectively handle data including dates on and after January 1, 2000, as such inability affects the business, operations and financial condition of the Borrower and its Subsidiaries and of the Borrower's and its Subsidiaries' material customers, suppliers and vendors; and "Year 2000 Program" is defined in Section 6.27.


5. All references to "Arrangers" in the Credit Agreement are hereby changed to "Arranger."


6. Section 2.8 is hereby amended to add the following to the end of that section "including, but not limited to, that letter agreement dated October 12, 1998."


7. The following is hereby added as a new Section 6.27 to the Credit Agreement.


6.27 Year 2000.


The Borrower has made a full and complete assessment of the
Year 2000 Issues and has a realistic and achievable program for
remediating the Year 2000 Issues on a timely basis (the "Year 2000
Program"). Based on such assessment and on the Year 2000 Program, the
Borrower does not as of the Increase Date reasonably anticipate that
Year 2000 Issues will have a material adverse effect on the business,
properties, condition or results of operations of the Consolidated
Group taken as a whole.


8. Section 8.3 of the Credit Agreement is hereby amended by deleting the fifth sentence and replacing it in its entirety with the following:


The total investment in any one of categories (i), (iii) or
(iv) shall not exceed 5% of Capitalization Value, the total investment
in category (ii) shall not exceed 10% of Capitalization Value, the
total investment in (v) shall not exceed 20% of Capitalization Value
and the total investment in all the foregoing investment categories in
the aggregate shall be less than or equal to 20% of Capitalization
Value.


9. Section 8.13 of the Credit Agreement is hereby deleted and replaced in its entirety with the following:


8.13 Dividends. Provided there is no Monetary Default or Event
of Default then existing, Bradley Real Estate, Inc. may make
distributions to its shareholders provided that the aggregate amount of
distributions in any period of four consecutive fiscal quarters is not
in excess of 95% of its Funds From Operations for such period and such
distribution would not result in the occurrence of an Event of Default
or a breach of Section 9.7 hereof. Notwithstanding the foregoing,
unless at the time of distribution there is a Monetary Default or Event
of Default then existing, Bradley Real Estate, Inc. shall be permitted
at all times to distribute whatever amount is necessary to maintain its
tax status as a real estate investment trust.


10. The following is added as a new Section 8.14 to the Credit Agreement.


8.14 Year 2000 Compliance


Promptly notify the Administrative Agent in the event
Borrower or Guarantors discover or determine that any computer
application (including those of its suppliers and vendors)
that is material to Borrower's or any of Borrower's
Subsidiaries' business and operations will not be Year 2000
compliant on a timely basis, except to the extent that
Borrower does not reasonably anticipate that such failure will
have a material adverse effect on the business, properties,
condition or results of operations of the Consolidated Group
taken as a whole. 3
11. Section 14.13(a) of the Credit Agreement is hereby amended by inserting "(x) amends this Section 14.13(a); or" to the end of Section 14.13(a).


12. Section 14.13 is hereby amended by inserting the following after subsection (b)


"; or (c) the Majority Lenders, to amend 9.7(c) or 9.7(d) or the definitions referenced therein, or this 14.13(c)."


13. Except as specifically modified hereby, the Credit Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. All references in the Loan Documents to the "Agreement" or the "Revolving Credit Agreement" henceforth shall be deemed to refer to the Credit Agreement as amended by this Amendment. The Guarantors hereby consent to this Amendment and specifically acknowledge and agree that their obligations under the Guaranty continue in full force and effect with respect to all of the "Facility Indebtedness" and all "Obligations" (as defined in the Guaranty) which are now or hereafter due to the Lenders or the Administrative Agent under the Credit Agreement as amended by this Amendment.


14. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks. This Amendment shall be effective when it has been executed by Borrower, Guarantors, the Co-Agents, the Administrative Agent, the New Lenders and a sufficient number of Original Lenders to constitute Required Lenders and each such party has notified the Administrative Agent by telecopy or telephone that it has taken such action.


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IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the date first above written.


BORROWER: BRADLEY OPERATING LIMITED PARTNERSHIP


By: BRADLEY REAL ESTATE, INC., its General Partner


By:
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